HomeMy WebLinkAboutMINUTES - 01211997 - C6 _ 0. 6
TO: BOARD OF SUPERVISORS
FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR
DATE: JANUARY 21, 1997
SUBJECT: APPROVE EXECUTION OF LANDSCAPE MAINTENANCE AGREEMENT WITH
THOMPSON LANDSCAPE MAINTENANCE FO ASCOUNTY SERVICE AREA M-8,
DISCOVERY BAY AREA, PROJECT NO.7478-228 ^6X5009
Specific Request(s)or Recommendation(s)&Background&Justification
I. Recommended Action:
AUTHORIZE the Purchasing Agent to execute an agreement with Thompson Landscape Maintenance with
a payment limit of$117,600 for landscape maintenance in Discovery Bay.
II. Financial Impact:
There will not be any financial impact on the General Fund. The funding for this activity is derived from
County Service Area M-8 (Discovery Bay, Org. 7478)revenues.
III. Reasons for Recommendations and Background:
This agreement provides for the overall maintenance of park and median landscaping throughout the
Discovery Bay community.
In November 1995 the Purchasing Agent issued a Request for Proposals (RFP) to qualified bidders and
Thompson Landscape was selected from a field of four (4) bidders by a panel comprised of County staff
and a community member.
IV. Consequences of Negative Action:
Landscape maintenance in the Discovery Bay area would be negatively impacted without execution of this
contract.
Continued on attachment: Yes SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR
RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S): /
ACTION OF BOARD ON: aj APPROVED AS RECOMMENDED ✓ OTHER
VOTE OF SUPERVISORS
✓✓ UNANIMOUS (ABSENT )
AYES: NOES:
ABSENT: ABSTAIN:
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g:\EngSvc\SpDist\130\M-8 21.t1
I horety oerUfy that this b a true and correct opp�r of
Contact: Skip Epperly,(510)313-2253 an action taken and entered on the minutes W q»
Orig. Div.: PW(Special Districts) Board of Supervisors on the date shown.
cc: Auditor-Controller �TTESIEC.
Accounting PHI ATCHELOJerk of he board
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Purchasing Of SuvisOra end linty Administrator
Thompson Landscape
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Contra Costa County Number
Standard Form 1/87 Fund/Org#7478-999 SAS
Account#
Standard Contract Other#
(Purchase of Services)
1. Contract Identification.
Department: Public Works Department
Subject: Landscape Maintenance: Discovery Bay
2, Parties. The County of Contra Costa, California (County), for its Department named above, and the following named
Contractor mutually agree and promise as follows:
Contractor: Thompson Landscape Maintenance
Capacity: Contractor i
Address: 975 Discovery Bay Blvd. Taxpayer ID No': 68-016-1603
Byron, CA 94524
r
3, Term. The effective date of this Contract is February 1, 1997 and it terminates January 31, 1998 unless soon r terminated
as provided herein.
4. Payment Limit. County's total payments to the Contractor under this Contract shall not exceed $117,60A
5. County's Obligations. County shall make to the Contractor those payments described in the Payment Provisions attached
hereto which are incorporated herein by reference,subject to all the terms and conditions contained or incorporated herein,..
6. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan
attached hereto which is incorporated herein by reference, subject to all the terms and conditions contained or incorporated
herein.
7. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any)
attached hereto, which are incorporated herein by reference.
8. Project. This Contract implements in whole or in part the following description Project, and the application and approval
documents of which are incorporated herein by reference: Request for,quotation dated November 28, 1995 and Contra
Costa County Service Area M-8 specification, terms, and conditions governing a contract for landscape maintenance,
. Discovery Bay and Thompson proposal dated December 15, 1995.
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9. Legal Authority. This Contract is entered into under and subject to theffollowing legal authorities:
10. Signatures. These signatures attest the parties'agreement hereto:s,I
COUNTY OF CONTRA COSTA.,CALIFORNIA
Board of Supervisors �AATTEST: Phil Batchelor, Clerk of the Board of
Supervisors and County Administrator
By 1, � -�� By v
Chairperson/Designee Deputy
CONTRACTOR
By '�(JYI70�SCS By
(Designate official business capacity A.) (Designate official business capacity B.)
Note to Contractor:For corporations(profit or nonprofit),the Contract must be signed by two officers. Signature A must be that of the president or vice-
president and Signature B must be that of the secretary or assistant secretary(Civil Code Section 1190.1 and Corporations Code Section 313).
g:\EngSvc\SpDist\Thomps97.Agr
December 23,1996
GENERAL CONDITIONS
(Purchase of Services)
1. Compliance with Law. Contractor shall be subject to and comply with all
Federal, State and local laws and regulations applicable with respect to its perfor-
mance under this Contract, including but not limited to, licensing, employment and
purchasing practices; and wages, hours and conditions of employment, including
nondiscrimination.
2. Inspection. Contractor's performance, place of business and records per-
taining to this Contract are subject to monitoring, inspection, review and audit by
authorized representatives of the County, the State of California, and the United
States Government .
3. Records. Contractor shall -keep and make available for inspection and
copying by authorized representatives of the County, the State of California, and the
United States Government, the Contractor's regular business records and such addi-
tional records pertaining to this Contract as may be required by the County.
a. Retention of Records. The Contractor shall retain all documents per-
taining to this Contract for five years from the date of submission of Contractor's
final payment demand or final .Cost Report; for any further period that is required by
law; and until all Federal/State audits are complete and, exceptions resolved for this
contract's funding period. Upon request, Contractor shall make these records avail-
able to authorized representatives of the County, the State of California, and the
United States Government.
b. Access to Books and Records of Contractor, Subcontractor. Pursuant .to
Section 1861(v)(1) of the Social Security Act, and any .regulations promulgated
thereunder, Contractor shall, upon written request and until the expiration of four
years after the furnishing of services pursuant to this Contract, make available to
the Secretary of Health and Human Services or to the Comptroller General, or any of
their duly authorized representatives, this Contract and books, documents, and
records of Contractor that are necessary to certify the -'nature and extent of all
costs and charges hereunder .
Further , if Contractor carries out any of the duties of this Contract through a
subcontract with a value or cost of $10,000 or more over a twelve-month period, such
subcontract shall contain a clause to the effect that upon written request and until
the expiration of four years after the furnishing of services pursuant to such
subcontract, the subcontractor shall make available, to the County, to the Secretary
or to the Comptroller General, or any of their duly authorized representatives, the
subcontract and books, documents, and records of the subcontractor that are necessary
to verify the nature and extent of all costs and charges thereunder.
This special condition is in addition to any and all other terms regarding the main-
tenance or retention of records under this Contract and is binding on the heirs,
successors, assigns and representatives of Contractor.
4. Reporting Requirements. Pursuant to Government Code §7550, Contractor shall
include ,in all documents or written reports completed and submitted to County in
accordance with this Contract, a separate section listing the numbers and dollar
amounts of all contracts and subcontracts relating to the preparation of each such
document or written report. This section -shall apply only if the payment limit under
this Contract exceeds $5,000.
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: GENERAL CONDITIONS
(Purchase of Services)
5. Termination.
a. Written Notice. This Contract may be terminated by either party, at
their sole discretion, upon thirty-day advance written notice thereof to the other,
and may be cancelled immediately by written mutual consent .
b. Failure to Perform. The County, upon written notice to Contractor, may
immediately terminate this Contract should the Contractor fail to perform properly
any of its obligations hereunder. In the event of such termination, the County may
proceed with the work in any reasonable manner it chooses. The cost to the County of
completing Contractor's performance shall be deducted from any sum due the Contractor
under this Contract, without prejudice to the County's rights otherwise to recover
its damages.
c. Cessation of Funding. Notwithstanding Paragraph 5.a. above, in the
event that Federal, State, or other non-County funding for this Contract ceases, this
Contract is terminated without notice.
b. Entire Agreement. . This Contract contains all the terms and conditions
agreed upon by the parties. Except as expressly provided herein, no other
understanding, oral or otherwise, regarding the subject matter of this Contract shall
be deemed to exist or to bind any of the parties hereto.
7. Further Specifications for Operating Procedures. Detailed specifications of
operating procedures and budgets required by this Contract, including but not limited
to, monitoring, evaluating, auditing, billing, or regulatory changes, may be devel-
oped and set forth in a written Informal Agreement between the Contractor and the
County. Such Informal Agreements. shall be designated as such and shall not be
amendments to this Contract except to the extent that they further detail or clarify
that which is already required hereunder. Such Informal Agreements may not enlarge
in any manner the scope of this Contract, including any sums of money to be paid the
Contractor as provided herein. Informal Agreements may be approved and signed by the
head of the County Department for which this Contract is made or his designee.
8. Modifications and Amendments..
a.- General Amendments. This Contract may be modified or amended by a
written document executed by the Contractor and the Contra Costa County Board of
Supervisors or, after Board approval, by its designee, subject to any required State
or Federal approval.
b. Administrative Amendments. Subject to the Payment Limit, the Payment
Provisions and 'the Service Plan may be amended by a written administrative amendment
executed by the Contractor and the County Administrator or his designee, subject to
any required State or Federal approval, provided that such administrative amendments
may not materially change the Payment Provisions or the Service Plan.
9. Disputes. Disagreements between the County and Contractor concerning the
meaning, requirements, or performance of this Contract shall be subject to final
determination in writing by the head of the County Department for which this Contract
is made or his designee or in accordance with the applicable procedures (if any)
required by the State or Federal Government .
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GENERAL CONDITIONS
(Purchase of Services)
10. Choice of Law and Personal Jurisdiction.
a. This Contract is made in Contra Costa County and shall be governed and
construed in accordance with the laws of the State of California.
b. Any action relating to this Contract shall be instituted and prosecuted
in the courts of Contra Costa County, State of California.
11. Conformance with Federal and State Regulations and Laws. Should Federal or
State regulations or laws touching upon the subject of this Contract be adopted or
revised during the term hereof,- this, Contract shall be deemed amended to assure
conformance with such Federal or State requirements.
12. No Waiver by County. Subject to Paragraph 9. (Disputes) of these General
Conditions, inspections or approvals, or statements by any officer, agent or employee
of the County indicating the Contractor's performance or any part thereof complies
with the requirements of this Contract, or acceptance of the whole or aay part of
said performance, or payments therefor, or any combination of these acts, shall not
relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall
the County be thereby estopped from bringing any action for damages or enforcement
arising from any failure to comply with any of the terms and conditions of this.
Contract.
13. Subcontract and Assignment. This Contract binds the heirs, successors,
assigns and representatives of Contractor. . The Contractor shall not enter into
subcontracts for any work contemplated under .this Contract and shall not assign this
Contract or monies due or to become due, without the prior written consent of the
County Administrator or his designee, subject to any required State or Federal
approval.
14. Independent Contractor Status. This Contract is by and between two
independent contractors and is not intended to and shall not be construed to create
the relationship between the parties of agent, servant, employee, partnership, joint
venture or association.
15. Conflicts of Interest. Contractor, its officers, partners, associates,
agents, and employees, shall not make, participate in making, or in any way attempt
to use the position afforded them by this Contract to influence any governmental
decision in which he or she knows or has reason to know that he or she has a
financial interest under California Government Code Sections 87100, et seq., or
otherwise.
16. Confidentiality. Contractor agrees to comply and to require its officers,
partners, associates, agents and employees to comply with all applicable State or
Federal statutes or regulations respecting confidentiality, including but not limited
to, the identity of persons served under this Contract, their records, or services
provided them, and assures that:
a. All applications and records concerning any individual made or kept by
Contractor or any public officer or agency in connection with the administration of
or relating to services provided under this Contract will be confidential, and will
not be open to examination for any purpose not directly connected with the
administration of such service.
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GENERAL CONDITIONS
(Purchase of Services)
b. No person will publish or disclose or permit or cause to be published or
disclosed, any list of persons receiving services, except as may be required in the
administration of such service . Contractor agrees to inform all employees, agents
and partners of the above provisions, and that any person knowingly and intentionally
disclosing such information other than as authorized by law may be guilty of a
misdemeanor.
17. Nondiscriminatory Services. Contractor agrees that all goods and services
under this Contract shall be available to all qualified persons regardless of age,
sex, race, religion, color, national origin, or ethnic background, or handicap, and
that none shall be used, in whole- or impart , for religious worship or instruction.
18. Indemnification. The Contractor shall defend, indemnify, save and hold
harmless the County and its officers and employees from any and all claims, costs and
liability for any damages, sickness, death, or injury to person(s) or property,
.including without limitation all consequential damages, from any cause whatsoever
arising directly or indirectly from or connected with the operations or services of
the Contractor or its agents, servents, employees or subcontractors hereunder, save
and except claims or litigation arising through the sole negligence or sole willful
misconduct of the County or its officers or employees. Contractor will make good to
and reimburse the County for any expenditures, including reasonable attorneys fees,
the County may make by reason of such matters and, if requested by the County will
defend any such suits at the sole cost and expense of the Contractor.
19. Insurance. During the entire term of this Contract and any extension or
modification thereof, the Contractor shall keep in effect insurance policies meeting
the following insurance requirements unless otherwise expressed in the Special
Conditions:
a. Liability Insurance. The Contractor shall provide comprehensive. liabi-
lity insurance, including coverage for owned and non-owned automobiles, with a
minimum combined single limit coverage of $500,000 for all damages, including
consequential damages, due to bodily injury, - sickness or disease, or death to any
person or damage to or destruction of property, including the loss of use _thereof,
arising from each occurrence. Such insurance shall be endorsed to include the County
and its officers and employees as additional insureds as to all services performed by
Contractor under this agreement. Said policies shall constitute primary insurance as
to the County, the State and Federal Governments, and their officers, agents, and
employees, so that other insurance policies held by them or their self-insurance
program(s) shall not be required to contribute to any loss covered under the
Contractor's insurance policy or policies .
b. Workers' Compensation. The Contractor shall provide workers'
compensation insurance coverage for its employees .
c. Certificate of Insurance. The Contractor shall provide the County with
(a) certificate(s) of insurance evidencing liability and worker's compensation
insurance as required herein no later than the effective date of this Contract. If
the Contractor should renew the insurance policy(ies) or acquire either a new
insurance policy(ies) or amend the coverage afforded through an endorsement to the
policy at any time during the term of this Contract, then Contractor shall provide
(a) current certificate(s) of insurance.
d. Additional Insurance Provisions . The insurance policies provided by' the
Contractor shall include a provision for thirty (30) days written notice to County
before cancellation or material change of the above specified coverage.
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GENERAL CONDITIONS fD
(Purchase of Services)
20. Notices. All notices provided for by this Contract shall be in writing and
may be delivered by deposit in the United States mail, postage prepaid. Notices to
the County shall be addressed to the head of the County Department for which this
Contract is made. Notices to the Contractor shall be addressed to the Contractor's
address designated herein. The effective date of notice shall be the date of deposit
in the mails or of other. delivery, .except that the effective date of notice to the
County shall be the date of receipt by the .head of the County Department for which
this Contract is made.
21. Primacy of General Conditions. Except for Special Conditions which
expressly supersede General Conditions, the Special Conditions (if any) and Service
Plan do not limit any term of the General Conditions.
22. Nonrenewal. Contractor understands and agrees that there is no
representation, implication, or understanding that the services provided by
Contractor under this Contract will be purchased by County under a new contract
following expiration or termination of this Contract, and waives all rights or claims
to notice or hearing respecting any failure to continue purchase of all or any such
services from Contractor.
23• Possessory Interest. If this Contract results in the Contractor having
possession of, claim to or right to the possession of land or improvements, but does
not vest ownership of the land or improvements in the same person, or if this
Contract results in the placement of taxable-improvements on tax exempt land (Revenue
& Taxation Code §107), such interest or improvements may represent a possessory
interest subject to property tax, and Contractor may be subject to the payment of
property taxes levied on such. interest. Contractor agrees that this provision
complies with the notice requirements of Revenue & Taxation -Code §107.6, and waives
all rights to further notice or to damages under that or any comparable statute.
24• No Third-Party Beneficiaries. Notwithstanding mutual recognition that
services under this Contract may provide some aid or assistance to members of the
County's population, it is not the intention of either the County or Contractor that
such individuals occupy the position of intended third-party beneficiaries of the
obligations assumed by either party to this Contract.
25. Copyrights and Rights in Data. Contractor shall not publish or transfer any
materials produced or resulting from activities supported by this agreement without
the express written consent of the County Administrator. If any material is subject
to copyright, the County reserves the right to copyright such and the Contractor
agrees not to copyright such material. If the material is copyrighted, the County
reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish,
and use such materials, in whole or in part , and to authorize others to do so.
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-'PAYMENT PROVISIONS
�%;ost Basis Contracts) C {�
Number
1. Payment Basis. Subject to the Payment Limit, payments to the Contractor for
all services provided for County under this Contract shall only be for costs that are
allowable costs that are actually incurred in the performance of Contractor's obliga-
tions under this Contract.
2. Payment .Amounts. Subject to later adjustments in total payments as provided
below and subject to the Payment Limit of this Contract, County will pay Contractor as
full compensation for all services , work, expenses or costs provided or incurred by
Contractor:
[Check one alternative only]
[x] a. $ 9,800.00 monthly, or.
[ ] b. $ per unit, as defined in the Service Plan, or
[ ] c. An amount equal to Contractor's allowable costs that are actually
incurred each month, but subject to the "Budget of Estimated Program
Expenditures" included in the Service Plan.
[ j d. As set forth in Paragraph 1. of the Service Plan.
3. Allowable Costs. Contractor's allowable costs are only those which are
determined in accordance with:
[Check applicable alternative]
[ ] a. Department of Health and Human Services Administration of Grants
Federal Regulations Title 45 Part 74 including any amendments thereto
and the applicable Subpart listed hereunder; any other documents spe-
cified .in the Service Plan regarding principles for determining and
allocating the allowable costs of providing the services; and auy stan-
dards set forth in the Service Plan for determining the allowability of
selected items of costs of providing the services.
[ ] Federal Management Circular A-87, including any amendments to
the circular published in the Federal Register by OMB is to be
used for determining allowable costs of activities conducted by
state and local governmental agencies.
[ ] OMB Circular A-122, Including any amendments to the Circular
published in the Federal Register by OMB is to be used for
determining allowable costs of activities conducted by nonpro-
fit organizations (other than government agencies, educational
institutions, and hospitals).
[ ] 41 CFR Subpart 1-15.2 shall be used for profit organizations
other than hospitals.
[ ] OMB Circular No. A-21, including any amendments to the Circular
published in the Federal Register by OMB shall be the prin-
ciples to be used for determining allowable costs by educa-
tional institutions (other than for-profit institutions).
[ ] Appendix E Subpart Q Section 74.173 shall be used for deter-
mining costs of research, development work, and other activi-
ties for determining allowable costs.
or
[ ] b. Such State regulations and documents as are set forth -in the Service
Plan regarding accounting guidelines, including standards for deter-
mining allowable or non-allowable costs.
Initials: CJ S
Contractor fy Dept.
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cnuayi�i i.�w�i.aLvuJ
(Cost Basis Contracts)
Number
4. Payment Demands. Contractor shall submit written demands. Said demands
"shall be made on County Demand Form D-15 and in the manner and form prescribed by
County. Contractor shall submit said demands for payment no later than 30 days from,
the end of the month in which the contract services upon which such demand is based
were actually rendered. Upon approval of said payment demands by the head of the
County Department for which this Contract is made, or his designee, County will make
payments as specified in Paragraph 2. (Payment Amounts) above.
5. Right to Withhold. County has the right to withhold payment to the Con-
tractor when, in the opinion of the County expressed in writing to the Contractor,
(a) the Contractor's performance, in whole or in part, either has not been carried
out or is insufficiently documented,';(b) the Contractor has neglected, failed or
refused to furnish information or to cooperate with any inspection, review or audit
of its program, work or records, or (c) Contractor has failed to sufficiently itemize
or document its demand(s) for payment.
6. Cost Report and Settlement. No later than forty-five (45) days following
the termination of this Contract, Contractor shall submit to County a cost report in
the form required by County, showing the allowable costs that have actually been
incurred by Contractor under this Contract. If said cost' report shows that the
allowable costs that have actually been incurred by Contractor under this Contract
exceed the payments 'made by County, subject nevertheless to the payment limit of this
Contract, County will remit any such excess amount to Contractor, provided that the
payments made, together with any such excess amount, may not exceed the contract
payment limit. If said cost report shows that the payments made by County exceed the
allowable costs that have actually been incurred by Contractor under this Contract,
Contractor shall remit any such excess amount to County.
7. Audits. The records of the Contractor may be audited by the County,. State,
or United' States -government, in addition. to any certified cost report or audit
required by the Service Plan. Any certified cost report; or audit required by the
Service Plan shall be submitted to County by Contractor within such period of time as
may be expressed by applicable State or Federal regulations, policies or contracts,
but in no event later than 18 months from the termination date of this Contract. If
such audit(s) show that the payments made by County exceed the allowable. costs that
have actually been incurred. by Contractor under this Contract, including any adjust-
ments made pursuant to Paragraph 6. . (Cost - Report and Settlement), then Contractor
shall pay to County within 30 days of demand by County any such excess amount. If
such audit(s) show that the allowable costs that have actually been incurred by
Contractor under this Contract exceed the payments made by County, including any
adjustments made pursuant to Paragraph 6. (Cost Report and Settlement), then County
agrees to pay to Contractor any such excess amount, provided that the payments made,
together with any such excess payment, may not exceed the contract payment limit.
8. Audit' Exceptions. In addition to its obligations under Paragraph 7.
(Audits) above, Contractor agrees to accept responsibility for receiving, replying
to, and/or complying with any audit exceptions by appropriate County, State or
Federal audit agencies occurring as a result of its performance of this Contract.
Contractor also agrees to pay to the County within 30 days of demand by County the
full amount of the County's obligation, if any, to the State and/or Federal govern-
ment resulting from any audit exceptions , to the extent such are attributable to the
Contractor's failure to perform properly any of its obligations under this Contract.
Initials: �S
Contractor Dept .
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